Valley National Bancorp hereby
amends and restates the Valley National Bancorp Benefit
Equalization Plan (the “Plan”) in its entirety
effective January 1, 2009. The terms of this Plan are
applicable only to Participants who are in the employ of the
Company on or after January 1, 2009. This amendment and
restatement is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).

The purpose of this Plan is to
attract and retain certain key officers by permitting them to enter
into agreements with the Company which will provide for the payment
of a supplemental benefit on retirement, Disability, death or a
Change in Control.

The Plan is intended to constitute
an excess benefit plan under Section 3(36) of the Employee
Retirement Income Security Act of 1974, as amended
(“ERISA”), with respect to that portion of the Plan
which provides benefits in excess of Section 415 of the Code,
and an unfunded pension plan maintained primarily for a select
group of management or highly compensated employees with respect to
all other benefits provided hereunder. The Plan makes-up the amount
of the accrued benefits which cannot be provided under the Valley
National Bank Pension Plan (the “Pension Plan”) as a
result of the limitations under Section 401(a)(17) of the Code
on the amount of compensation which can be taken into account under
a qualified plan and the limitation under Section 415 of the
Code on the amount of benefits which can be paid from a qualified
plan. The Plan is not a qualified plan under the Code and benefits
are paid directly by the Company out of its general
assets.

ARTICLE I

Definitions

1.1 “ Average Annual
Compensation ” shall mean the Participant’s highest
average annual Compensation averaged over the five (5) highest
consecutive calendar years with the Company preceding the calendar
year in which the Participant attains his or her Normal Retirement
Date or otherwise terminates his or her employment.

1.2 “ Average Social
Security Limit ” shall mean one-twelfth of the average
annual amount of wages covered under the Federal Insurance
Contribution Act during the period of calendar years ending with
the first year preceding such calculation date and starting with
the later of the 35th year preceding such date or the year
1959.

1.4 “ Board of
Directors ” means the Board of Directors of Valley
National Bancorp.

1.5 “ Change in Control
” means any of the following events, provided that such event
constitutes a “change in control” under
Section 409A of the Code: (i) when Valley National
Bancorp (“Valley”) or a Subsidiary acquires actual
knowledge that any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act), other than an affiliate of
Valley or a Subsidiary or an employee benefit plan established or
maintained by Valley, a Subsidiary or any of their respective
affiliates, is or becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities of
Valley representing more than twenty-five percent (25%) of the
combined voting power of Valley’s then outstanding securities
(a “Control Person”), (ii) upon the first purchase
of Valley’s common stock pursuant to a tender or exchange
offer (other than a tender or exchange offer made by Valley, a
Subsidiary or an employee benefit plan established or

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maintained by Valley, a Subsidiary or any of
their respective affiliates), (iii) the consummation of
(A) a transaction, other than a Non-Control Transaction,
pursuant to which Valley is merged with or into, or is consolidated
with, or becomes the subsidiary of another corporation, (B) a
sale or disposition of all or substantially all of Valley’s
assets or (C) a plan of liquidation or dissolution of Valley,
(iv) if during any period of two (2) consecutive years,
individuals (the “Continuing Directors”) who, at the
beginning of such period constitute the Board, cease for any reason
to constitute at least 60% thereof or, following a Non-Control
Transaction, 60% of the board of directors of the Surviving
Corporation; provided that any individual whose election or
nomination for election as a member of the Board (or, following a
Non-Control Transaction, the board of directors of the Surviving
Corporation) was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director, or (v) upon a sale of (A) common
stock of the Valley National Bank, a Subsidiary (the
“Bank”), if after such sale any person (as such term is
used in Section 13(d) and 14(d)(2) of the Exchange Act) other
than Valley, an employee benefit plan established or maintained by
Valley or a Subsidiary, or an affiliate of Valley or a Subsidiary,
owns a majority of the Bank’s common stock or (B) all or
substantially all of the Bank’s assets (other than in the
ordinary course of business). No person shall be considered a
Control Person for purposes of clause (i) above if
(A) such person is or becomes the beneficial owner, directly
or indirectly, of more than ten percent (10%) but less than
twenty-five percent (25%) of the combined voting power of
Valley’s then outstanding securities if the acquisition of
all voting securities in excess of ten percent (10%) was
approved in advance by a majority of the Continuing Directors then
in office or (B) such person acquires in excess of ten percent
(10%) of the combined voting power of Valley’s then
outstanding voting securities in violation of law and by order of a
court of competent jurisdiction, settlement or otherwise, disposes
or is required to dispose

3

of all securities acquired in violation of law.
For purposes of this paragraph: (I) Valley will be deemed to
have become a subsidiary of another corporation if any other
corporation (which term shall include, in addition to a
corporation, a limited liability company, partnership, trust, or
other organization) owns, directly or indirectly, 50 percent or
more of the total combined outstanding voting power of all classes
of stock of Valley or any successor to Valley; (II)
“Non-Control Transaction” means a transaction in which
Valley is merged with or into, or is consolidated with, or becomes
the subsidiary of another corporation pursuant to a definitive
agreement providing that at least 60% of the directors of the
Surviving Corporation immediately after the transaction are persons
who were directors of Valley on the day before the first public
announcement relating to the transaction; (III) the
“Surviving Corporation” in a transaction in which
Valley becomes the subsidiary of another corporation is the
ultimate parent entity of Valley or Valley’s successor; (IV)
the “Surviving Corporation” in any other transaction
pursuant to which Valley is merged with or into another corporation
is the surviving or resulting corporation in the merger or
consolidation; and (V) the capitalized term
“Subsidiary” means any corporation in an unbroken chain
of corporations, beginning with Valley, if each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.

1.6 “ Company ”
means Valley National Bancorp, Valley National Bank, any successors
thereto, and any of the Company’s subsidiaries which adopts
the Plan with the consent of the Board of Directors.

1.7 “ Compensation
” shall mean a Participant’s annual rate of base
earnings (excluding overtime and any other forms of additional
compensation) paid to him or her for each

4

calendar year effective as of each
January 1. In addition, Compensation shall include all bonus
payments paid to a Participant in a given calendar year.

1.9 “ Disability
” or “ Disabled ” shall mean, with respect
to a Participant, that the Participant has become mentally or
physically disabled such that he or she is, or is reasonably
expected to be, unable to perform the usual and customary duties of
his or her position for a period of long and continued duration.
For this purpose, the determination of a Participant’s
Disability shall be determined by the Compensation Committee, in
its sole but reasonable discretion. The Compensation Committee
shall consult with one physician of its choosing and one physician
of the subject Participant’s choosing in helping it to
determine the existence and extent of the Participant’s
Disability.

1.11 “ Eligible
Employee ” means an officer employed by the Company who
is a participant in the Pension Plan and whose Compensation exceeds
the limit on compensation under Section 401(a)(17) of the
Code.

1.15 “ Participation
Agreement ” means the written agreement between the
Company and the Participant setting forth certain provisions
related to the Plan, incorporating the terms and conditions of the
Plan and authorizing an Eligible Employee’s participation in
the Plan.

1.16 “ Payment Election
” means the Participant’s election as to the time and
form of payment of his or her BEP Benefit upon a Termination from
Employment.

1.17

“
Pension Plan ” means the Valley National Bank Pension
Plan.

1.18 “ Pension Plan
Benefit ” means the annual retirement benefit payable to
or on account of a Participant from the Pension Plan.

1.19 “ Plan ”
means this Valley National Bancorp Benefit Equalization Plan, as
set forth herein, as amended from time to time.

1.20

“ Plan
Administrator ” means the Valley National Bancorp or any
committee designated by the Board of Directors.

1.21 “ Plan Year
” means each twelve (12) consecutive month period
commencing each January 1 and ending on the following
December 31.

1.22 “ Separation from
Service ” shall occur when the Participant dies, retires,
or otherwise has a Termination from Employment (as defined under
Section 409A of the Code) with the Company.

1.23 “ Years of Credited
Service ” means years of Credited Service as defined in
the Pension Plan. Notwithstanding the foregoing, a Participant who
served as a chief executive officer of a bank that the Company
acquired after 1990 and who became an executive vice president of
the Company upon the acquisition of said bank, shall be credited
with additional Years of Credited Service equal to 25% of the
number of years such Participant served as the acquired
bank’s chief executive officer, rounded up to the next whole
year, not in excess of 2 years.

6

1.24 “ Years of Continuous
Service ” means years of Continuous Service as defined in
the Pension Plan. Notwithstanding the foregoing, a Participant who
served as a chief executive officer of a bank that the Company
acquired after 1990 and who became an executive vice president of
the Company upon the acquisition of said bank, shall be credited
with additional Years of Continuous Service equal to 25% of the
number of years such Participant served as the acquired
bank’s chief executive officer, rounded up to the next whole
year, not in excess of 2 years.

1.25 Any defined term which is not
set forth in Article I of this Plan, shall be defined pursuant to
the terms of the Pension Plan.

1.26 For purposes of this Plan,
unless the context requires otherwise, the masculine includes the
feminine, the singular the plural, and vice-versa. Any reference to
a “Section” or “Article” shall mean the
indicated section or article of this Plan unless otherwise
specified.

ARTICLE II

Participation

Any Eligible Employee who was a
Participant in this Plan on the day prior to the date the Board of
Directors adopts this amendment and restatement shall remain a
Participant herein. Each other Eligible Employee shall become a
Participant on the first day of the month following appointment to
the Plan by the Compensation Committee and execution of a
Participation Agreement. The Compensation Committee shall, in its
sole and absolute discretion, select which Eligible Employees shall
be appointed as Participants. The decision of the Compensation
Committee shall be conclusive and binding on all persons. A
Participant shall remain a Participant hereunder until the later of
his or her Separation from Service or the date he or she is no
longer entitled to benefits under the Plan.

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ARTICLE III

BEP Benefit

3.1 Amount of BEP Benefit .
Each Participant who qualifies for a normal, early, disability or
deferred retirement benefit under the Pension Plan, or who has
completed at least five Years of Continuous Service under the
Pension Plan and is entitled to an immediately distributable
benefit from the Pension Plan, shall be entitled to a BEP Benefit
equal to (a) minus (b) as follows:

(a)

The sum
of:

(i)

.75% of the
Participant’s Average Annual Compensation not in excess of
his or her Average Social Security Limit multiplied by his or her
Years of Credited Service up to 40; plus

(ii)

1.25% of the
Participant’s Average Annual Compensation in excess of his or
her Average Social Security Limit multiplied by his or her Years of
Credited Service up to 40, expressed as a straight life annuity
with no ancillary benefits;

minus

(b)

the
Participant’s Pension Plan Benefit expressed as a straight
life annuity with no ancillary benefits.

The amount calculated pursuant to
Section 3.1(a) shall be adjusted as set forth in the Pension
Plan for any Participant who is entitled to an early or disability
retirement benefit under the Pension Plan and for the form of
benefit selected by the Participant under the Pension Plan and the
Plan.

3.2 Benefits Upon
Reemployment . If a Participant is rehired after commencing
payment of his or her BEP Benefit, payments shall continue during
such period of reem

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